SCRIPT AGREEMENT FOR TELEVISION AND ONLINE Memorandum of an Agreement made on 21st March 2017. (Updated May 2018) Between The British Broadcasting Corporation whose principal office is at Broadcasting House Portland Place London W1A 1AA (the “BBC”, which term shall where the context so permits include the BBC’s assignees and successors in title including without limitation BBC Studios or any successor to BBC Studios, other production entity or co-producer, distributor, licensee or broadcaster) and The Personal Managers’ Association Limited whose registered office is at Summit House, 170 Finchley Road, London NW3 6BP (Company number 00487049) (the “PMA”) and The Writers’ Guild of Great Britain of First Floor 134 Tooley Street London SE1 2TU (the “WGGB”) establishing the minimum terms which shall be offered by the BBC on commissioning a Writer to write a Script for a television or online programme. 1 CONTENTS 1. Application of Agreement 2. Commissioning 3. Rights 4. Format Rights and Characters 5. Extracts 6. Script Payment and Secondary Channel Use 7. Repeat Fees on Primary Channels 8. Commercial Exploitation 9. Collective Administration 10. Miscellaneous Uses 11. Disputes Procedure 12. Regulation 13. Forum 14. Accounting 15. Publicity 16. Rewrites and Acceptance 17. Moral Rights and Alterations 18. Turnaround 19. Long Running Series 20. Credit 21. Copy of Programme 22. Attendance and Expenses 23. Confidentiality 24. Warranties and Indemnity 25. BBC’s Licensees 26. Term and Termination 27. Notices 28. Assignment 29. No Agency Partnership Joint Venture or Employment 30. Variation 31. Value Added Tax 32. Severability 33. Headings 34. Proper Law 35. Nature of the Agreement SCHEDULES 1. BBC Script Payment and Secondary Channel Use / Channel Transfers 2. Repeats of BBC commission on Primary Channels 3. BBC Extract use 4. Collective Management 5. BBC Commissions Minimum Fees and Attendance Payments 6. BBC Public Services 7. ITV Commissions 8. UK Linear Commissions (exc BBC & ITV, including Channel 4 , Sky, UKTV…) 9. UK Non Linear Commissions (e.g. Netflix) 10. Commercial Exploitation 11. Videogram Rights 2 12. Pension 13. The Forum 14. Deal Memo 3 DEFINITIONS The words set out below shall mean as follows and expressions defined in the Copyright, Designs and Patents Act 1988 as amended from time to time (“the Act”) shall have the meanings ascribed to them in the Act unless in either case the context requires otherwise: A. “Advance”: an additional 100% of the Fee payable as an advance in respect of all repeats and commercial exploitation. For the avoidance of doubt uses of the Script covered by the Collective Administration arrangements set out in clause 9 and Schedule Four shall not be recoupable from this Advance. B. “Acceptance”: acknowledgement by the BBC that the draft of the Script in question is in accordance with the brief specified by the BBC at the point of commissioning and of a quality suitable for production and Transmission and “Accept” shall have a corresponding meaning C. “Audio Publication”: the exploitation of any product which is capable of bearing sound (unaccompanied by visual images) now or hereafter known derived from a recording of the performance of the Script including the right to sell electronic copies of the product where, notwithstanding other provisions of this Agreement, the sound recording may be edited for that purpose D. BBC Online Commission a Script commissioned for a Programme created specifically for first Transmission on BBC Online or on the BBC Red Button (as included in the BBC’s Public Services listed in Schedule Six) services but excluding Scripts commissioned for Programmes on BBC Three Online E. “BBC Three Online” the BBC’s online channel which forms part of the BBC’s Public Services and replaces BBC Three TV F. “Deal Memo”: the agreement in writing between the BBC and the Writer based on the form set out in Schedule Fourteen specifying particulars of the commission which incorporates the terms set out in this Agreement and forms the contract for the commission G. “Delivery”: delivery to the BBC of the first draft of the Script (written in accordance with the brief for the commission) H. “Download to Own Rights”: the right to sell for permanent ownership to the public by electronic transmission to or from any storage medium (now or hereafter known) solely for private use copies of or access to recordings of the performance of the Script (including BBC Store but not including Videogram Rights or so-called video on demand rights) I. “Educational Drama”: a Programme based on a Script which is identified and commissioned as part of BBC Learning’s remit but which is not intended for first Transmission on BBC One, BBC Two, BBC Four or BBC Scotland in Peak as Defined in Schedule Two of this Agreement. 4 J. “Extract Pro Rata Fee”: the amount payable by the BBC for extract use in accordance with Schedule Three, Seven and Eight to this Agreement which shall be calculated by multiplying the Fee by the duration of the extract and dividing the result by the duration of the Programme, with the basis of the calculation being per thirty (30) seconds or part thereof K. “FDPP”: the first day of principal photography of the Programme L. "Fee”: the amount specified in the Deal Memo as payable to the Writer for the Script which after two years* from the date of the original Transmission shall be adjusted for the purposes of calculating fees for repeat Transmissions by the increase in the RPI from the month of the Deal Memo to the month of the repeat Transmission *please note this is to be confirmed with ITV. M. “Format”: the expression of an original idea for a programme recorded in writing or otherwise and consisting of such elements as its setting characters and their relationships its themes and how the narrative might develop N. “Format Agreement”: an agreement which, subject to being varied by individual negotiation, defines ownership of the Format and entitlements to the proceeds of the exploitation of such Format. For the avoidance of doubt where the Writer provides the Format and there is no Format Agreement all Format rights are reserved to the Writer O. “Forum”: The body established by the BBC, the PMA and the WGGB having jurisdiction over this Agreement, the powers and constitution of which are described in Schedule Thirteen P. “Gross Receipts”: the gross revenue less taxes, duties or other levies derived from distribution of the Programme incorporating the Script anywhere in the world or in the case of transmission by a co-producer in its own service, the deemed gross revenue agreed by the Forum from time to time. For the purposes of BBC Store and any other BBC Worldwide owned / managed service the gross receipts shall be defined as; gross income accruing to BBC Worldwide in relation to BBC Store and any other BBC Worldwide owned / managed service shall be defined as all non-physical programme sales revenue received by BBC Worldwide minus (a) sales tax (b) a 30% platform retention deducted by BBC Worldwide and (c) customer refunds” Q. “Long Running Series”: a series of which a minimum of 13 episodes have been Transmitted or scheduled for Transmission in a single block by the BBC or another broadcaster in the twelve months before the date of signature of a Deal Memo commissioning further episodes or a series for which the commissioning of a minimum of 13 Scripts intended for continuous production has received financial approval within the same financial year. The Forum will be notified at the first reasonable opportunity 5 of a proposed series meeting the above criteria. While the BBC reserves the right to categorise a programme as a Long Running Series under this definition it undertakes to inform the members of the Forum of any intention to categorise a programme in the future as a Long Running Series. The BBC will seriously consider any representation in the Forum about whether a Programme meets or will continue to meet the definition of a Long Running Series R. “Long Script”: a Script being a dramatic work of fifteen minutes or more in duration S. “Narrative Repeat”: a repeat Transmission made within seven days of the first Transmission T. “Pilot Script”: a Script envisaged as being the first in a possible Series based on a Format but commissioned individually U. “Primary Channel”: BBC One, BBC Two, ITV1, Channel 4, Channel Five V. “Print and Publication”: the publication of the Script or a work based on the Script in printed book magazine and/or periodical form and/or in electronic form and including without limitation any novelised version adaptation dramatisation narrative continuity or syndication based on the Script W. “Programme”: the television or online production based on the Script X. “Public Service”: Any service or activity falling within the definition of UK Public Services set out in the BBC’s Agreement with the Secretary of State for Culture, Media and Sport and any successor to or variation of that definition, which both promotes the Public Purposes of the BBC as set out in the BBC’s Royal Charter, and is contained in the list of services in Schedule Six Y. “RPI”: the general index of retail prices, all items index compiled by the UK Office for National Statistics and published in the United Kingdom in the Monthly Digest of Statistics by the Office for National Statistics Z. “Script”: an original dramatic work whether intended for production by live action or by animation, (including a script intended to form part of a Series) described in the Deal Memo and including all drafts and revisions AA. “SCTW”: Secondary Channel Transmission Window; the window period during which a Programme may be Transmitted on a Secondary Channel or BBC Three Online BB.